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Acquisition Purchase Agreement
"I need an Acquisition Purchase Agreement under Nigerian law for the purchase of 100% shares in a private technology company, with completion scheduled for March 2025 and including standard warranties and representations."
1. Parties: Identification of the buyer, seller, and any guarantors or other key parties to the agreement
2. Background: Context of the transaction and brief description of the business being acquired
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Consideration details, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Mechanics of closing the transaction, including timing and deliverables
9. Warranties: Seller's representations and warranties about the business
10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims
11. Tax Covenant: Tax-related warranties and indemnities
12. Confidentiality: Provisions regarding confidential information and announcements
13. Post-Completion Obligations: Ongoing obligations after completion
14. Boilerplate Provisions: Standard legal provisions including governing law, notices, and entire agreement
1. Employee Matters: Specific provisions dealing with employees and employment contracts - include if employees are being transferred
2. Intellectual Property: Detailed IP provisions - include if IP is a significant asset
3. Real Estate: Property-specific provisions - include if real estate is a material part of the transaction
4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
5. Competition/Antitrust: Specific provisions dealing with competition law approvals - include if transaction requires regulatory approval
6. Transitional Services: Details of post-completion services - include if seller will provide services post-completion
7. Non-Compete Provisions: Restrictions on seller's future activities - include if protecting goodwill is important
8. Earn-out Provisions: Details of contingent payments - include if part of purchase price is performance-based
1. Purchase Price Calculation: Detailed methodology for calculating final purchase price
2. Properties: List and details of real estate assets
3. Intellectual Property Rights: Schedule of IP assets including registrations
4. Material Contracts: List and copies of key business contracts
5. Employees: List of employees and their key terms of employment
6. Tax Affairs: Details of tax positions and ongoing matters
7. Completion Deliverables: List of documents to be delivered at completion
8. Warranties: Detailed warranties about the business
9. Disclosure Letter: Exceptions and qualifications to warranties
10. Form of Transfer Documents: Templates for share transfer forms or other transfer documents
Authors
Accounts Date
Acquisition
Affiliate
Agreement
Asset Register
Assets
Business
Business Day
CAMA
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Group
Guarantor
Indemnities
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
NOTAP
Parties
Permits
Properties
Purchase Price
Purchaser
Related Persons
Seller
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Transaction Documents
Transfer
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Tax Covenants
Confidentiality
Non-Competition
Employee Matters
Intellectual Property
Real Property
Material Contracts
Environmental Compliance
Regulatory Compliance
Force Majeure
Assignment
Termination
Dispute Resolution
Governing Law
Notices
Costs and Expenses
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Counterparts
Further Assurance
Anti-Corruption
Data Protection
Financial Services
Manufacturing
Technology
Real Estate
Energy
Healthcare
Retail
Agriculture
Telecommunications
Mining
Construction
Transportation
Education
Hospitality
Professional Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Tax
Risk Management
Compliance
Corporate Secretariat
Treasury
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Corporate Lawyer
Finance Director
Investment Banker
Business Development Manager
Company Secretary
Mergers & Acquisitions Director
Corporate Finance Manager
Due Diligence Officer
Risk Manager
Strategy Director
Transaction Advisory Manager
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